Into the Den of Lion
by FencesFiends
Summary: Max investigates a zoo robbery and has a transformative experience.


Max and Kenny investigate a zoo robbery, and Max has a transformative experience.

* * *

Max opened her eyes and rolled on her side. "What…where?"

"You needn't be afraid."

Max stared at the zookeeper she interviewed earlier. "Where am I?"

He studied her, smiling a bit at the changes he saw starting. Soon she'll be ready. "You're safe. You're going to be perfect for him."

"What?"

"You were sad for Brutus. I saw it."

"The lion?"

He studied her naked form, the scans, and bloodwork he took earlier already showing her shifting hormones and organs. "Yes. Just relax, Luna."

"That's not my name."

"Luna," he repeated, injecting her with the serum again. "You and Brutus will make a lovely pair."

* * *

Max heard a furious growl from just behind her, as she opened her eyes in the lion enclosure. The lion, growling, slowly approached her. Max remained sitting motionless on the ground. The lion approached and sniffed the air. He stood next to her and sniffed her face, then crouched near her and sniffed her all over, concentrating on her chest. He had a funny expression on his face and then he licked all over her furry chest with his rough tongue. She felt how her nipples hardened he made contact.

The lion again sniffed and licked at her furry bare chest and then gave a signal to his son. The small lion cub came to her and moved onto her stomach. The little cub bit with its small pointed teeth into her nipples and Max felt a burning in her breast as his saliva mixed with her blood. Suddenly she felt a warmth in her breasts as the small lion began to suckle at her breast. Max was shocked as she felt milk begin to flow from her nipple into the muzzle of the cub. For her, it was both a pleasant and frightening sensation. Her mind wrestled with the idea that she could be producing milk without having had a child. Overwhelmed, Max's mind shut down and she became unconscious.

When she regained consciousness, she found herself in the shade of a tree with her arm around the young cub holding him snuggled close to her chest. The lion lay a few meters away looking over at them. Max felt that something was strange about him, but what it was she just couldn't put a finger on. She laid down again and fell asleep with her arm around the little lion.

The next morning she was awakened by an itch on her belly. She looked over her naked body and saw that underneath their breasts 6 small red points were formed. However, she came to doubt this theory as the points were swelling fast. The positioning of the new bumps also surprised Max; they formed two perfect lines down her chest below her breasts.

As she slowly felt the bumps with her fingers, their touch supplied a well-known feeling. It felt as if her nipples were being fondled. Suddenly, thoughts of the teats of a lioness occurred to her as suddenly the young cub began to suck at one of the swollen spots beneath her breasts. When a gush of warm milk poured into his muzzle Max knew for sure that these the teats of the lioness she was becoming.

Suddenly the lion cub jumped on her back from behind. Frightened, Max threw herself onto her side. But the sudden movement frightened the cub and he extended his small claws and left a small scratch a few centimeters long on her buttocks exactly in the middle of her lower back.

Max cried out from the burning pain caused by the scratch. The lion immediately came over to her and examined the damage. He licked the dirt out of the wound with his rough tongue and cleaned it a little bit.

She was distracted by an itching where the scratch was on her lower back. She looked around behind and saw how the scratch had miraculously healed and her skin was smooth like it was before except that there was a bump there. Her skin had formed itself around the bump and suddenly the fleshy hill began to twist and stretch. The pain was almost unbearable and Max began to gasp and cry out. It felt as if someone had grabbed the end of her spine and was pulling on it. The bump became larger and then suddenly her flesh burst open and a 1.50m long-tail laid beside her legs. The tail was the same color as her flesh and lay lifeless like some kind of a tumor that had grown from her body. Max looked at her new appendage and then fainted.

When she regained consciousness, she noticed that the lion watched her with curiosity. She noticed that her thought patterns seemed to have changed while she was unconscious. She looked for the cub and it made her happy when she saw how it come near and begin to suckle at her new teats. It was both beautiful and shocking at the same time.

As the cub began to nurse at her teat, she felt herself become aroused. She noticed a strange smell and somehow knew it was the smell to attract a female. Then she detected another smell, stronger, more demanding. She recognized this second smell too. It was coming from her own vagina which was now damp and demanding attention. But then there was that other smell. It wasn't long before she knew who put out this odor. As she glanced over at the lion, she saw something red on his underbelly. The lion was clearly excited and slowly rose and walked over to her. What was going on? How could this be happening?

The lion stood indecisively for a moment making quiet snarling sounds as he looked between her thighs at her exposed vagina. Max, lying on her side, looked up at him as he licked his muzzle and then his nose. Then he lowered his head and licked the juices that coated the area between her thighs. She cried out in fear before the pleasurable feelings were aroused by the lion's gentle attention and it was not long before she had her first orgasm. All around her was forgotten and she reached up and grabbed lion's mane and pressed his muzzle deeper between her thighs. At the same time, she pushed her pelvis upward and spread her legs further so that the lion would have unrestricted access and could drive his tongue between her lips.

After Max was totally spent, she thought about what she had done and why. Her thoughts circled around many possibilities but in the end only one thought remained, that it had been beautiful and she never wanted to make love again other than to this lion. Max's thoughts were slowly being replaced by the animal instincts of a lioness, as she laid next to her lover.

After several days she felt a strange movement behind her. As she looked back, she saw the new appendage that had sprung from her back as it slowly moved back and forth in the sand. At first, it moved completely on its own but then, when she concentrated on it, she could make it do exactly as she wished it to. In the following hours, Max gained complete control of her new tail. At the same time, it became more natural for her to move about in the sand on all fours.

At first, Max didn't notice that a coat of soft fur had formed around her vagina but when she felt the tingling between her thighs and saw it, she touched it with her fingers to see what it felt like and found it felt incredible. She continued to stroke the new area of fur and was overpowered by a thought she couldn't resist. She moved her finger around her female opening and softly moaned. again she smelled the musk that rose from between her thighs. This time it was more intense and it wasn't long before the lion also took notice. She rose to her hands and knees in the sand and glanced over her shoulder at the lion. She moved her tail up with it bent to one side so he could see the source of the odors. Her fingers were still busy as the lion moved behind her.

He sniffed at her vagina and as he began to lick it, Max pushed back against his tongue. Suddenly the lion straightened up and landed on her back with his body. Max couldn't hold back her need any longer and reached underneath herself and led his stiff member to her waiting vagina. The lion began to pump slowly until he fixed his hold on her back and then began to increase his speed. Max pressed herself back, with each thrust to let him penetrate her more deeply. She moaned and gasped with pleasure. The lion didn't take long before his seed poured into her womb. She was pleased that her plan had worked.

During her sexual intercourse with the lion, she didn't notice that his member pulled her Vagina further upward between her buttocks making it easier for him to enter her body. After the mating, Max lay again on her side and the lion lay behind her as she again nursed the cub. Soon all three of them fell asleep lying together.

As Max opened her eyes the next morning she found everything to be a bit confusing. Her senses were much sharper. All that she saw was more sharply defined, her sense of smell much more clear, and she could hear noises from much further away. As she looked around her she noticed that the lion was away but the cub still slept curled against her.

She carefully examined her body and saw that the fur that had replaced her pubic hair had grown between her teats and over her torso. It now covered her, still for the moment, human breasts. It had grown over her shoulders and down her sides and covered her back. The tail that had grown out from her spine was almost covered with the fur of a lioness too. She noticed that her buttocks and thighs were also covered in fur and as she touched her face she could feel a light velvet covering on her cheeks and the long hairs that had grown from her upper lip. As she touched them, they twitched and she realized that they were whiskers. When she examined her ears, she found that they had become larger and rounded and that they had moved to the top of her head where they stuck out from under her hair. Max laid down again and let all these changes sink into her mind.

When the lion returned he gave Max a sort of wink that she took to mean she should follow him. She woke the cub and they fell in behind him. As they traveled, she noticed that her teeth were changing. As they pushed themselves out of her jaws were becoming sharper and larger fangs. At the same time, her jaws extended forward and pushed themselves out to form a muzzle and her nose turned black and became damp.

As they walked, her hair fell out unnoticed and was replaced by a new coat of fur. She did notice while they travel that her human breasts were shrinking back into her body and that she now had the eight normal teats of a lioness. Along the way, her legs and calves slowly shrank and her thighs became more muscular. Her ankles trembled momentarily as they rotated painfully and her feet grew longer and developed into paws with four sharp black claws. Her arms and hands went through a similar transformation. She thought that she had developed blisters but when she stopped briefly to check, she saw that she had grown thick pads on her hands and feet. Her arms and legs had become the four legs and paws of a lioness.

The lion finally stopped and Max saw why he had led her and the cub this way. They were at an oasis that had a small pond in their enclosure. She went to the bank and looked at her reflection in the water. She could hardly believe her eyes when she saw what was reflected back at her from the water's surface. It was a lioness. She dipped her paw into the water to drive away from the reflection but as the water smoothed itself out again the last thoughts by Max the human were replaced with the animal instincts of Luna the Lioness.

* * *

The zookeeper smiled as he watched Brutus and Luna in the enclosure a year later. I knew she'd be perfect, he thought, looking at her swollen stomach, as they fed on the thieves that killed his former lioness.


End file.
